Exhibit

The following commentary is provided by management and should be read in conjunction with Ameresco’s fourth quarter and full year 2015 earnings press release. These remarks represent management’s current views on the Company’s financial and operational performance and outlook and are provided to give investors and analysts further insight into our performance in advance of the earnings call. With respect to the non-GAAP financial measures contained in these prepared remarks, a discussion of and a reconciliation between GAAP and non-GAAP results and guidance is provided at the end of these remarks.

The Company will host a conference call today at 8:30 a.m. ET today to discuss results. Participants may access the earnings conference call by dialing +1 (877) 359-9508 or internationally +1 (224) 357-2393. The passcode is 33673766. Participants are advised to dial into the call at least ten minutes prior to register. A live, listen-only webcast of the conference call will also be available over the Internet. Individuals wishing to listen can access the call through the “Investor Relations” section of the Company’s website at www.ameresco.com. An archived webcast will be available on the Company’s website for one year.

Any statements in this press release about future expectations, plans and prospects for Ameresco, Inc., including statements about market conditions, pipeline and backlog, as well as estimated future revenues and net income, and other statements containing the words “projects,” “believes,” “anticipates,” “plans,” “expects,” “will” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the timing of, and ability to, enter into contracts for awarded projects on the terms proposed; the timing of work we do on projects where we recognize revenue on a percentage of completion basis, including the ability to perform under recently signed contracts without unusual delay; demand for our energy efficiency and renewable energy solutions; our ability to arrange financing for our projects; changes in federal, state and local government policies and programs related to energy efficiency and renewable energy; the ability of customers to cancel or defer contracts included in our backlog; the effects of our recent acquisitions and restructuring activities; seasonality in construction and in demand for our products and services; a customer’s decision to delay our work on, or other risks involved with, a particular project; availability and costs of labor and equipment; the addition of new customers or the loss of existing customers; and other factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission on March 6, 2015. In addition, the forward-looking

statements included in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of these prepared remarks.

These prepared remarks and the accompanying tables include references to adjusted EBITDA and adjusted cash from operations, which are non-GAAP financial measures. For a description of these non-GAAP financial measures, including the reasons management uses them, please see the section at the end of these prepared remarks titled “Explanation of Non-GAAP Financial Measures”. For a reconciliation of these non-GAAP financial measures to the most directly comparable financial measure prepared in accordance with GAAP, please see the sections at the end of these prepared remarks titled “GAAP to Non-GAAP Reconciliations” and “Non-GAAP Financial Guidance”.

As I look back on 2015, I can see that our value proposition is increasingly relevant and enduring. Government agencies, schools, hospitals and other organizations face unending pressure to reduce operating costs across their facilities. Our clients turn to energy efficiency as a natural solution, because the savings can be meaningful and can finance the work. Coupled with market forces that encourage living in a sustainable manner, the rationale for energy efficiency and renewable energy will persist well beyond 2016.

We entered 2015 optimistic about our prospects. That confidence was borne out by our solid performance, notably in our core business. We delivered good growth despite challenges in certain business units. Our Federal team grew revenue by 20% in 2015, to over $127 million. The U.S. Regions team grew its revenue by 14%. Adjusted EBITDA for the entire company grew 12% to $46 million, building on the 45% growth in 2014.

We also achieved success in another strategic goal, which is to grow our recurring revenue streams, those being operations and maintenance and the sale of electricity generated from the distributed generation assets that we own. Federal market O&M revenue increased 15% in 2015. O&M contracts are typically multi-year, giving us good visibility on income for years to come. Our Federal O&M contracts currently sum to over $700 million of revenue over the next 18 years.

Similarly, during 2015, we achieved growth in the sale of renewable electricity from assets we own, up 6.5% to $55 million. Our approach to this business is unique, in that we are not attempting to be an IPP. Rather, we build and own renewable power plants associated with ESPC clients, thus leveraging our relationships with those clients. We currently have 158 MW of producing assets, and another 20 MW under construction.

Our success in 2015, and our confidence in continued growth in 2016 and beyond, is not simply a function of market growth. We have established ourselves as a trusted sustainability partner, making our competitive position strong. We also have a multiyear track record of delivering on our customer commitments, earning us a reputation for reliability. And we are a recognized innovator, constantly using new technologies and techniques to better deliver on our value proposition.

Our position as an innovator is very important, so let me elaborate on that. Here are some examples of innovation we realized in 2015. In distributed generation, we installed the largest solar facility in the state of Minnesota. We also installed 18MW of on-site generation with the U.S. Army. And in Maine, we completed a micro-grid demonstration project that included battery storage. Furthermore, we also pioneered in the area of deep energy retrofits, with a project in Maryland that reduced energy consumption by more than 60% across 1 million square feet of office space. Finally, in Washington State we installed a first-of-its-kind LED street lighting project.

First of all, issues in Canada were a drag on our results. Revenue in Canada was down 30% this year, and we lost a material amount of money. The main issue was a large project, referred to internally as “SRO”. The SRO project is not representative of our core business, as it is mainly a general construction project. In retrospect, we see that it was bid inappropriately, both in pricing and terms. It suffered extensive cost overruns during its life, including unanticipated new costs this quarter. We expect to have SRO completed and behind us this year.

As we put SRO behind us, we expect profitable growth to resume in Canada in 2016. Most important, we recruited an outstanding new leader. In September 2015, we recruited Bob McCullough to lead this unit. Bob has more than 30 years of experience in leadership positions within the energy efficiency, building technology and construction industry. Under Bob’s leadership we reconstructed the Canadian operation, so that the organization and cost structure fit the realistic size of the market opportunity. John will provide more details on the actions taken and associated one-time charges.

The second challenge was our energy monitoring and management software business. This unit was not performing to its potential, and we decided to go to market in a different-and we think better-way. Rather than a stand-alone business, we are integrating the software and analytics into our project work. This leverages the sales effort being made already, and adds value to our project offering, improving the odds of an award. As a result of restructuring the software group, we took charges in the fourth quarter to account for the cost of realignment. John will review those in his remarks as well.

Looking forward, we are excited about our prospects. We came into 2015 optimistic, due to our value proposition and our market opportunities. We enter 2016 even more optimistic, and with good visibility. Our $1.4 billion of total backlog is higher than what we started with in 2015, thanks in part to over half a billion of new awards this year, the highest level since 2012.

We have put in place four long-term strategies to drive growth. First, we are committed to aggressive but prudent spending in project development. We want to continue to build our project pipeline, and the only way to do that is with people calling on prospective customers. Analysts expect our industry to grow 6% to 8% annually for the next few years, but we want to grow faster. We spent $2 million more this year than last year on business and pipeline development.

A good portion of that additional $2 million was used to fulfill a second element of the growth strategy, which is to penetrate new regions of the U.S. in which we were under-represented. We have established a new presence in six states, including two of the largest in the U.S. The addressable market in those two states alone is quite large, and we expect them to become meaningful contributors in the next year or two.

In summary, our confidence in the outlook is supported by tangible data. The trends driving market growth are clear and compelling. Our position as an industry leader, especially in innovation, is unparalleled. And we are taking specific actions to fix the challenges of 2015, and to capture the new opportunities we see developing. We believe all of this will again lead to revenue growth, expanding margins, and higher EBITDA in the years ahead.

On our last call, we alerted you that we would incur charges related to the restructuring and realignment initiatives that George just discussed. In order to make it easier for you to understand our normalized performance which is how we analyze our business we have included non-GAAP measures which exclude the impact of these charges, as well as an unanticipated additional charge related to the SRO project in Canada. We also excluded a benefit related to the non-controlling interest in our Fort Detrick project.

Looking at the fourth quarter income statement, revenue of $173.8 million was down 4%. Project revenues were essentially flat year-over-year, after coming off of a seasonally strong Q3, while revenues generated from our operating assets were up 4%. However, we saw declines in our off-grid solar business and our restructured software business. Sales of off-grid solar equipment were down 31%.

For the full year 2015, revenue increased 6.3% to $630.8 million. Growth was primarily driven by strength in the Federal and U.S. Regions segments, which were up 20% and 14%, respectively. U.S. growth was partially offset by the anticipated 30% decrease in Canada, and declines in the “all other” segment. Breaking out our lines of business, project revenues of $434.4 million were up 12%. Sales of energy generated by our operating assets grew 6.5% as we placed new assets into service. O&M was flat as anticipated, as new 2015 O&M awards replaced the revenue lost from a late 2014 contract amendment. As an aside, we expect O&M revenue growth to resume in 2016, due to the addition of new O&M contracts signed this year. The project and energy sales growth was partially offset by a 24%, or $12.5 million, decline in our integrated PV off-grid business. We are not expecting growth in this business during 2016.

During the quarter, we booked a $6.2 million restructuring charge to cover two things: one, the costs associated with the reorganization of our Canadian operations, and two, the restructuring of our enterprise energy management business unit. The charge included $1.8 million in termination benefits, which are a cash cost. The balance of the charges will not require a significant outlay of cash. The balance included $2.9 million covering the write-off of receivables, contract termination costs, and a variety of smaller non-cash items. After these actions, we believe we have the proper organization in Canada to drive renewed profitable growth. We also believe our software business is now positioned to thrive, with the focus turned to sales that are integrated into project work, rather than stand-alone offerings.

In addition to the charges, we also incurred another-and hopefully the last-cost overrun associated with the SRO project. As you will recall, in Q1 we reserved for the losses we expected to incur as we complete that project. Unfortunately, in Q4 we had to reserve for an additional unexpected $3.4 million loss reflecting new cost overruns and delays in completing the project. We expect to have SRO completed this year, with no additional excess costs anticipated to hit our P&L. Of course we cannot guarantee this until the project is completed.

Let me give you some specifics on how we re-organized our Canadian operations. Our goal in Canada is to have a smaller, more efficient and profitable business unit pursuing projects that fit our infrastructure and capabilities there. The principal restructuring activity was to reduce staff to a level that aligns the cost structure with the realistic market opportunity.

We are optimistic about the outlook for the resized unit. We believe Canada is still a good market for us. We met our goals there for sales, awards and backlog for the year, and hit milestones such as our first sales of municipal street lighting and energy storage systems. There is meaningful government support for further energy efficiency initiatives, so we believe this market will have a tailwind for growth in the years ahead.

Now let’s move on to the rest of the P&L. My analysis will include results that remove the effects of the restructuring charges, the loss associated with the SRO cost overrun, and the positive impact of the Fort Detrick non-controlling interest. As George and I and the whole management team analyze our business, we look past these factors, which do not reflect the ongoing economics of our core operations. We want you to see and understand the business in the same manner that we do.

So let’s look at gross margin and operating expenses. Gross margin before the loss on the SRO project was 19.4%, down slightly from 20.1% in the same quarter last year. The slight gross margin decline was due mainly to revenue mix, with project revenue increasing as a percent of total revenue. Gross margin on a GAAP basis for the fourth quarter was 17.4%.

For the full year, operating expenses before restructuring charges were $103 million, compared to $102 million. Total operating expenses including the restructuring were $110 million. Full-year 2015 operating expenses included a total of approximately $6.6 million in restructuring charges in the second and fourth quarters. We expect the restructuring charges to result in at least $4 million per year in permanent annual savings.

Let me explain our tax rate for the year, which might seem a bit confusing. Our effective tax rate in the U.S. was 16%. That rate is especially low because Congress extended the Section 179D deduction for energy efficiency-an action we anticipated all year, but were not sure of the timing. So in the U.S. we earned money and paid taxes at that rate, and you see the $2.8 million provision on our P&L. Our P&L does not consist only of our U.S. operations, however. It also includes Canada, which had a significant loss this year. So the consolidated P&L has taxable income that includes profit in the U.S. and loss in Canada, but the tax provision reflects only what we are paying in the U.S. So the simple calculation of the tax rate does not reflect what we actually pay. Now, this will change in 2016, when we expect improvement in Canada. For modeling purposes, you may want to use a tax rate around 25%.

Now for guidance. As George noted, we are optimistic about our outlook, and confident we can achieve another year of solid revenue growth and improving profitability. We expect consolidated revenue in 2016 to be in the range of $645 to $680 million. This outlook reflects double-digit growth in our core U.S. business, coupled with decent growth in energy sales. We expect Canada to be flat, and still expect some challenges in off-grid PV equipment sales. Gross margin is expected to be in the range of 19%-20%, and operating expenses are expected to be around 15.5% to 16.5% of revenue. Operating expense reflects the investment in the growth initiatives that George talked about earlier. We expect EPS in the range of 25 to 29 cents, and adjusted EBITDA to be in the range of $51 to $57 million.



Performance by Segment (in thousands):
	Three Months Ended					Twelve Months Ended
	Revenues		Adjusted EBITDA(1)			Revenues		Adjusted EBITDA(1)
December 31, 2015
U.S. Regions	$	79,496	$	6,379		$	301,371	$	25,657
U.S. Federal	37,549		4,375			127,620		17,980
Canada	11,572		(1,055		)	49,235		(1,802		)
Small-Scale Infrastructure	20,375		9,152			66,322		27,605
All Other	24,776		(245		)	86,284		(1,886		)
Unallocated corporate activity	—		(5,482		)	—		(21,684		)
Total Consolidated	$	173,768	$	13,124		$	630,832	$	45,870
December 31, 2014
U.S. Regions	$	88,135	$	10,908		$	263,451	$	26,201
U.S. Federal	39,935		5,793			106,192		15,213
Canada	12,649		(1,802		)	70,492		(2,406		)
Small-Scale Infrastructure	13,264		4,852			58,286		20,300
All Other	27,079		802			94,820		4,034
Unallocated corporate activity	—		(5,339		)	—		(22,372		)
Total Consolidated	$	181,062	$	15,214		$	593,241	$	40,970



Product Line Revenues By Segment for the twelve months ended (in thousands):
	U.S. Regions		U.S. Federal		Canada		Small-Scale Infrastructure		All Other		Total Consolidated
2015
Revenues:
Project(1)	$	282,764	$	88,862	$	40,385	$	9,419	$	12,951	$	434,381
Operating Assets(2)	—		—		2,138		52,991		—		55,129
O&M(3)	17,202		38,549		716		2,783		—		59,250
Integrated-PV(4)	—		—		—		—		40,070		40,070
Other Services	1,405		209		5,996		1,129		33,263		42,002
Total Revenues	$	301,371	$	127,620	$	49,235	$	66,322	$	86,284	$	630,832
2014
Revenues:											—
Project(1)	$	240,174	$	72,673	$	60,163	$	5,954	$	9,363	$	388,327
Operating Assets(2)	—		—		4,271		47,897		—		52,168
O&M(3)	20,948		33,490		935		1,804		—		57,177
Integrated-PV(4)	—		—		—		—		52,508		52,508
Other Services	2,329		29		5,123		2,631		32,949		43,061
Total Revenues	$	263,451	$	106,192	$	70,492	$	58,286	$	94,820	$	593,241

(1) Project revenues consists of services related to the design, engineering and installation of, and the arranging of financing for, equipment and other measures to improve the efficiency and control the operation of a facility’s energy infrastructure. Project revenues also include the construction for customers of small-scale plants that produce electricity, gas, heat or cooling from renewable sources of energy.



	Three Months Ended December 31,						Twelve Months Ended December 31,
	2015			2014			2015			2014
	(Unaudited)			(Unaudited)			(Unaudited)
Adjusted EBITDA:
Operating (loss) income	$	(3,269	)	$	6,930		$	7,057		$	13,151
Depreciation and amortization of intangible assets	6,353			5,906			23,858			22,829
Stock-based compensation	402			385			1,769			2,493
Restructuring charges	6,221			938			6,621			1,703
Non-Core Canada project loss	3,417			1,055			6,565			794
Adjusted EBITDA	$	13,124		$	15,214		$	45,870		$	40,970
Adjusted EBITDA margin	7.6		%	8.4		%	7.3		%	6.9		%

Non-GAAP net income and EPS:
Net income attributable to Ameresco, Inc.	$	996		$	8,654		$	2,977		$	10,383
Less: Loss attributable to redeemable non-controlling interest	(5,528		)	—			(5,528		)	—
Plus: Restructuring charges	6,221			938			6,621			1,703
Plus: Non-Core Canada project loss	3,417			1,055			6,565			794
Plus: Income Tax effect of non-GAAP adjustments	(894		)	—			(1,027		)	(232		)
Non-GAAP net income	$	4,212		$	10,647		$	9,608		$	12,648
Non-GAAP EPS	$	0.09		$	0.22		$	0.20		$	0.27

Adjusted cash from operations:
Cash flows from operating activities	$	(15,595	)	$	13,401		$	(49,538	)	$	1,308
Less: purchases of property and equipment
Plus: proceeds from Federal ESPC projects	16,125			18,279			77,971			51,165
Adjusted cash from operations	$	530		$	31,680		$	28,433		$	52,473

Non-GAAP Financial Guidance



Adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA):
(in thousands)
Year Ended December 31, 2016
	Low			High
Operating income	$	24,000		$	27,000
Depreciation and amortization of intangible assets	25,000			27,000
Stock-based compensation	2,000			2,000
Restructuring	$	250		$	1,000
Adjusted EBITDA	$	51,250		$	57,000
Adjusted EBITDA margin	7.0		%	7.5		%

We use the non-GAAP financial measures defined and discussed below to provide investors and others with useful supplemental information to our financial results prepared in accordance with GAAP. These non-GAAP financial measures should not be considered as an alternative to any measure of financial performance calculated and presented in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable financial measures

We understand that, although measures similar to these non-GAAP financial measures are frequently used by investors and securities analysts in their evaluation of companies, they have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for the most directly comparable GAAP financial measures or an analysis of our results of operations as reported under GAAP. To properly and prudently evaluate our business, we encourage investors to review our GAAP financial statements included above, and not to rely on any single financial measure to evaluate our business.

We define adjusted EBITDA as operating income before depreciation, amortization of intangible assets, stock-based compensation expense, restructuring charges and loss related to a significant non-core project in Canada. We believe adjusted EBITDA is useful to investors in evaluating our operating performance for the following reasons: adjusted EBITDA and similar non-GAAP measures are widely used by investors to measure a company's operating performance without regard to items that can vary substantially from company to company depending upon financing and accounting methods, book values of assets, capital structures and the methods by which assets were acquired; securities analysts often use adjusted EBITDA and similar non-GAAP measures as supplemental measures to evaluate the overall operating performance of companies; and by comparing our adjusted EBITDA in different historical periods, investors can evaluate our operating results without the additional variations of depreciation and amortization expense, stock-based compensation expense, restructuring charges and loss related to a significant non-core project in Canada.

Our management uses adjusted EBITDA as a measure of operating performance, because it does not include the impact of items that we do not consider indicative of our core operating performance; for planning purposes, including the preparation of our annual operating budget; to allocate resources to enhance the financial performance of the business; to evaluate the effectiveness of our business strategies; and in communications with the board of directors and investors concerning our financial performance.

We define non-GAAP net income and earnings per share ("EPS") to exclude certain discrete items that management does not consider representative of our ongoing operations, including restructuring charges, loss related to a significant non-core project in Canada and loss attributable to redeemable non-controlling interest. We consider non-GAAP net income to be an important indicator of our operational strength and performance of our business because it eliminates the effects of events that are not part of the Company's core operations.

We define adjusted cash from operations as cash flows from operating activities plus proceeds from Federal ESPC projects. Cash received in payment of Federal ESPC projects is treated as a financing cash flow under GAAP due to the unusual financing structure for these projects. These cash flows, however, correspond to the revenue generated by these projects. Thus we believe that adjusting operating cash flow to include the cash generated by our Federal ESPC projects provides investors with a useful measure for evaluating the cash generating ability of our core operating business. Our management uses adjusted cash from operations as a